<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[X] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14A-6(e)(2))
[_] Definitive Proxy Statement [_] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
[_] Definitive Additional Materials
Variable Insurance Products Fund
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(Name of Registrant as Specified In Its Charter)
Metropolitan Life Insurance Company
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(I) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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PRELIMINARY COPY
(LOGO)
NEW ENGLAND FINANCIAL
ANNUITIES
August , 1998
TO OWNERS OF ZENITH ACCUMULATOR VARIABLE ANNUITY CONTRACTS:
A Special Meeting of Shareholders of the Portfolios of the Variable Insurance
Products Fund and Variable Insurance Products Fund II will be held on September
16, 1998. At the Shareholders Meetings, Metropolitan Life Insurance Company
("MetLife") will vote all shares of each Portfolio held in The New England
Variable Account which are attributable to Zenith Accumulator Variable Annuity
Contracts in accordance with instructions received from Contractholders. You
are now being asked how shares of each Portfolio that are deemed attributable
to your Contract on the record date for the Shareholders Meetings should be
voted at the Shareholders Meetings.
Enclosed you will find a copy of the Notice of Meeting and Proxy Statement
relating to the Shareholders Meetings, as well as an Instruction Form for one
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of the Portfolios whose shares are deemed attributable to your Contract. After
reviewing this material, please complete and execute the Instruction Form and
return it in the enclosed, postage-paid, self-addressed envelope. If you fail
to return an executed Instruction Form, shares of the Portfolio deemed
attributable to your Contract will be voted by MetLife in proportion to the
voting instructions received from all other Zenith Accumulator Contractholders
for that Portfolio.
(LOGO)
501 BOYLSTON STREET
BOSTON, MA 02116-3700
T 617-578-2000
New England Life Insurance Company, Boston, MA
<PAGE>
PRELIMINARY COPY
(LOGO)
NEW ENGLAND FINANCIAL
ANNUITIES
August , 1998
TO OWNERS OF ZENITH ACCUMULATOR VARIABLE ANNUITY CONTRACTS:
A Special Meeting of Shareholders of the Portfolios of the Variable Insurance
Products Fund and Variable Insurance Products Fund II will be held on September
16, 1998. At the Shareholders Meetings, Metropolitan Life Insurance Company
("MetLife") will vote all shares of each Portfolio held in The New England
Variable Account which are attributable to Zenith Accumulator Variable Annuity
Contracts in accordance with instructions received from Contractholders. You
are now being asked how shares of each Portfolio deemed attributable to your
Contract on the record date for the Shareholders Meetings should be voted at
the Shareholders Meetings. Under certain circumstances, however, annuitants
have the right to instruct Contractholders as to how all or a portion of the
votes attributable to a Contract are to be cast, and Contractholders are
required to cast such votes as instructed.
IN ORDER FOR THE VOTES UNDER YOUR CONTRACTS TO BE VOTED IN ACCORDANCE WITH THE
INSTRUCTIONS GIVEN BY YOU AND YOUR ANNUITANTS, YOU MUST RETURN A COMPLETED,
EXECUTED INSTRUCTION FORM. If you fail to return an executed Instruction Form
for a particular Portfolio, shares of that Portfolio deemed attributable to
your Contracts will be voted by MetLife in proportion to the voting
instructions received from all other Zenith Accumulator Contractholders for
that Portfolio.
Enclosed you will find a copy of the Notice of Meeting and Proxy Statement
relating to the Shareholders Meetings, as well as voting instruction forms for
one Portfolio with the names of the annuitants entitled to instruct the
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Contractholder.
Please forward promptly (1) one Notice of Meeting and Proxy Statement and (2)
one Instruction Form to each person entitled to give voting instructions. One
Instruction Form is enclosed for each Contract under which votes are subject to
instruction.
The Instruction Form is to be used by each annuitant to convey instructions to
you as Contractholder. INSTRUCTION FORMS COMPLETED BY YOUR ANNUITANTS SHOULD
NOT BE RETURNED. AFTER YOU HAVE RECEIVED INSTRUCTIONS FROM AN ANNUITANT, YOU
SHOULD TRANSFER THESE INSTRUCTIONS TO THE ANNUITANT LISTING PROVIDED. RETURN
ONLY THE SINGLE INSTRUCTION FORM IN YOUR NAME, SIGNED BY YOU, ALONG WITH THE
APPROPRIATELY CHECKED ANNUITANT LIST.
If no annuitants transmit voting instructions, or if the annuitants do not
have the right to instruct, cast all votes at your sole discretion by
completing and signing the Instruction Form.
In order to cast votes under the Contracts, you must return an INSTRUCTION FORM
signed by you, the Contract Owner.
If you have any questions concerning these procedures, please call collect,
Peter Zucker, Consultant, New England Life Insurance Company (617) 578-3566.
(LOGO)
501 BOYLSTON STREET
BOSTON, MA 02116-3700
T 617-578-2000
New England Life Insurance Company, Boston, MA
<PAGE>
PRELIMINARY COPY
INSTRUCTION FORM
VARIABLE INSURANCE PRODUCTS FUND: EQUITY-INCOME PORTFOLIO
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby instructs Metropolitan Life
Insurance Company (the Company), to vote all shares of Variable Insurance
Products Fund: Equity-Income Portfolio (the Fund), which are held in the account
of the undersigned in the Variable Account, at the Special Meeting of persons
having a voting interest in Variable Insurance Products Fund (the Trust), to be
held at the office of the Fund at 82 Devonshire St., Boston, MA 02109, on
September 16, 1998, at 9:00 a.m. and at any adjournments thereof. The Company is
hereby instructed to vote on the proposals described in the Proxy Statement as
specified on the reverse side. Receipt of the Notice of the Meeting and the
accompanying Proxy Statement is hereby acknowledged.
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FOLD AND DETACH HERE
YOUR VOTE IS IMPORTANT!
Vote this proxy card TODAY! Your prompt response will save
Variable Insurance Products Fund: Equity-Income Portfolio the
expense of additional mailings.
You can vote in one of two ways:
1. Call toll free 1-888-698-8087 on a Touch Tone telephone and follow the
instructions on the reverse side. There is NO CHARGE to you for this
call.
or
--
2. Mark, sign and date your proxy card and return it promptly in the
enclosed envelope or mail to: New England Life Insurance Company, C/O
Proxy Services Corporation, P.O. Box 2022, Jersey City, NJ 07303-9661
PLEASE VOTE
<PAGE>
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Please refer to the Proxy Statement discussion of each of these matters. IF NO
SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS. As to any
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other matter, said attorneys shall vote in accordance with their best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING.
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1. To elect the twelve nominees specified below as Trustees:
01 Ralph F. Cox, 02 Phyllis Burke Davis, 03 Robert M. Gates,
04 Edward C. Johnson 3rd, 05 E. Bradley Jones,
06 Donald J. Kirk, 07 Peter S. Lynch, 08 William O. McCoy,
09 Gerald C. McDonough, 10 Marvin L. Mann,
11 Robert C. Pozen, and 12 Thomas R. Williams.
For all nominees Withhold
listed (except as Authority to
marked to the vote for all
contrary below). nominees.
[_] [_]
(Instruction: To withhold authority to vote for any individual
nominee(s), write the name(s) of the nominee(s) on the line
below.)
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2. To ratify the selection of FOR AGAINST ABSTAIN
PricewaterhouseCoopers LLP
as independent accountants of the funds. [_] [_] [_]
3. To authorize the Trustees to adopt an
Amended and Restated Declaration of
Trust. [_] [_] [_]
4. To approve an amended management
contract for the fund. [_] [_] [_]
7. To amend the fundamental investment
limitation concerning diversification for
the fund. [_] [_] [_]
NOTE: Please sign exactly as your name appears on this Proxy.
When signing in a fiduciary capacity, such as executor,
administrator, trustee, attorney, guardian, etc, please so
indicate. Corporate and partnership proxies should be signed by
an authorized person indicating the person's title.
Date , 1998
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Signature(s), Title(s), (if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
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*** IF YOU WISH TO VOTE BY TELEPHONE, PLEASE READ THE
INSTRUCTIONS BELOW ***
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FOLD AND DETACH HERE
[GRAPHIC OF [GRAPHIC OF
TELEPHONE VOTE BY TELEPHONE TELEPHONE
APPEARS HERE] APPEARS HERE]
QUICK *** EASY *** IMMEDIATE
Your telephone vote authorizes the Company to vote your shares in the same
manner as if you marked, signed and returned your instruction form.
* You will be asked to enter a Control Number which is located in the box in
the lower right hand corner of this form.
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OPTION #1: To vote as the Board of Trustees recommends on ALL proposals:
Press 1.
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Your vote will be confirmed and cast as you directed. END OF CALL
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OPTION #2: If you choose to vote on each proposal separately, press 0. You will
hear these instructions:
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Proposal 1: To vote FOR ALL nominees, press 1; to WITHHOLD FOR ALL nominees,
press 9.
To withhold FOR AN INDIVIDUAL nominee, press 0 and listen to the
instructions.
Proposal 2: To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0.
The Instructions are the same for all remaining proposals.
Your vote will be confirmed and cast as you directed. END OF CALL
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If you vote by telephone, there is no need for you to mail back your proxy.
THANK YOU FOR VOTING
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Call ** Toll Free ** On a Touch Tone Telephone
1-888-698-8087 - ANYTIME
There is NO CHARGE to you for this call.
CONTROL NUMBER
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=======================================
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<PAGE>
PRELIMINARY COPY
INSTRUCTION FORM
VARIABLE INSURANCE PRODUCTS FUND: OVERSEAS PORTFOLIO
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby instructs Metropolitan Life
Insurance Company (the Company), to vote all shares of Variable Insurance
Products Fund: Overseas Portfolio (the Fund), which are held in the account of
the undersigned in the Variable Account, at the Special Meeting of persons
having a voting interest in Variable Insurance Products Fund (the Trust), to be
held at the office of the Fund at 82 Devonshire St., Boston, MA 02109, on
September 16, 1998, at 9:00 a.m. and at any adjournments thereof. The Company is
hereby instructed to vote on the proposals described in the Proxy Statement as
specified on the reverse side. Receipt of the Notice of the Meeting and the
accompanying Proxy Statement is hereby acknowledged.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
YOUR VOTE IS IMPORTANT!
Vote this proxy card TODAY! Your prompt response will save
Variable Insurance Products Fund: Overseas Portfolio the expense
of additional mailings.
You can vote in one of two ways:
1. Call toll free 1-888-426-7019 on a Touch Tone telephone and follow the
instructions on the reverse side. There is NO CHARGE to you for this
call.
or
--
2. Mark, sign and date your proxy card and return it promptly in the
enclosed envelope or mail to: New England Life Insurance Company, C/O
Proxy Services Corporation, P.O. Box 2022, Jersey City, NJ 07303-9661
PLEASE VOTE
<PAGE>
- --------------------------------------------------------------------------------
Please refer to the Proxy Statement discussion of each of these matters. IF NO
SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS. As to any
---
other matter, said attorneys shall vote in accordance with their best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING.
---
1. To elect the twelve nominees specified below as Trustees:
01 Ralph F. Cox, 02 Phyllis Burke Davis, 03 Robert M. Gates,
04 Edward C. Johnson 3rd, 05 E. Bradley Jones,
06 Donald J. Kirk, 07 Peter S. Lynch, 08 William O. McCoy,
09 Gerald C. McDonough, 10 Marvin L. Mann,
11 Robert C. Pozen, and 12 Thomas R. Williams.
For all nominees Withhold
listed (except as Authority to
marked to the vote for all
contrary below). nominees.
[_] [_]
(Instruction: To withhold authority to vote for any individual
nominee(s), write the name(s) of the nominee(s) on the line
below.)
--------------------------------------------------------------
2. To ratify the selection of FOR AGAINST ABSTAIN
PricewaterhouseCoopers LLP
as independent accountants of the funds. [_] [_] [_]
3. To authorize the Trustees to adopt an
Amended and Restated Declaration of
Trust. [_] [_] [_]
4. To approve an amended management
contract for the fund. [_] [_] [_]
7. To amend the fundamental investment
limitation concerning diversification for
the fund. [_] [_] [_]
NOTE: Please sign exactly as your name appears on this Proxy.
When signing in a fiduciary capacity, such as executor,
administrator, trustee, attorney, guardian, etc, please so
indicate. Corporate and partnership proxies should be signed by
an authorized person indicating the person's title.
Date , 1998
-------------------------------------------------
-----------------------------------------------------------
-----------------------------------------------------------
Signature(s), Title(s), (if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
=========================================================
*** IF YOU WISH TO VOTE BY TELEPHONE, PLEASE READ THE
INSTRUCTIONS BELOW ***
=========================================================
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
[GRAPHIC OF [GRAPHIC OF
TELEPHONE VOTE BY TELEPHONE TELEPHONE
APPEARS HERE] APPEARS HERE]
QUICK *** EASY *** IMMEDIATE
Your telephone vote authorizes the Company to vote your shares in the same
manner as if you marked, signed and returned your instruction form.
* You will be asked to enter a Control Number which is located in the box in
the lower right hand corner of this form.
- --------------------------------------------------------------------------------
OPTION #1: To vote as the Board of Trustees recommends on ALL proposals:
Press 1.
- --------------------------------------------------------------------------------
Your vote will be confirmed and cast as you directed. END OF CALL
- --------------------------------------------------------------------------------
OPTION #2: If you choose to vote on each proposal separately, press 0. You will
hear these instructions:
- --------------------------------------------------------------------------------
Proposal 1: To vote FOR ALL nominees, press 1; to WITHHOLD FOR ALL nominees,
press 9.
To withhold FOR AN INDIVIDUAL nominee, press 0 and listen to the
instructions.
Proposal 2: To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0.
The Instructions are the same for all remaining proposals.
Your vote will be confirmed and cast as you directed. END OF CALL
- --------------------------------------------------------------------------------
If you vote by telephone, there is no need for you to mail back your proxy.
THANK YOU FOR VOTING
- --------------------------------------------------------------------------------
Call ** Toll Free ** On a Touch Tone Telephone
1-888-426-7019 - ANYTIME
There is NO CHARGE to you for this call.
CONTROL NUMBER
=======================================
=======================================
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